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200209214 the conduct of in business. These is ao material claim by the Company or any of in Subsidiaries pending under my of such policies or bonds for which adequate reserves have sot been established and IS W which Coverage has been questioned. denied or disputed by the underwriters of such policies or bonds or in respect of which such underwriters have on ar ed their rights. An Premiums payable under aD such policies and bonds have been timely paid and the Company, and its Subsidiaries have otherwise complied fully with the terms sod conditions of all such policies and bonds. Such policies of insurance and bonds (or other policies and bands providing substantially similar insurance coverage) remain in full force and effect. Such policies and bonds are of the type and in amnion cusmmmly carried by Persian conducting busiixama similar W the business conducted by the Company and its Subsidiaries. The Company does not know of my threatened termination of, premium increase with respect in, "material situation of coverage under, my of such Policies or bonds. After the consummation of the Offer the Company and its Subsidiaries shall continue W have Coverage under such policies and bonds with respect W events occurring prior W the consummation of the Offer. SECnon 5.22. fnreUeCM d Property Rights. (a) The Company and its Subsidiaries own or have rights W use, Erse and clear of all bens, and have ant assigned, hypothecated or otherwise encumbered, all trademarks, trade names. service masks or logos except for such ^a lemarks bade names. service marks M logos the failure of which W own or haw rights W sew individually, or in the aggregate would not reasonably be likely W have a Material Adverse Effect on the Company. (b) Each pethe Company and in s computer o�� programs or and databases material conduct by copies of the operating and application crampon and databases that as the Company and its Subsidiaries of Weir respective baaioessea (other Wm programs generally commercially available) as of the dam hereof (collectively. the "Company Software ") except for inch Company Sofwmi the failure of which W own a validly license individually or in the aggregate would nor reasonably be Wetly W have a Material Adverse Effect an the Company. To We Company's knowledge, none of the compmy Software used by the Company and its Subsidiaries, and on nee thereof. infiinga upon or violates, my Patent, copyright, wade secret or other proprietary right of my other Person and. to the Company's knowledge. an claim with respect W my tech mf mgamem m. vioWieu a pending x threatened, except for my such inftingemmt or, violation which, individually or in We aggregate, has not had and would mot reasonably be likely W have a Material Adverse Effect on the Company. UPon Consummation of the traosactima contemplated by this Agreement, except for Company Software sold or otherwise disposed of in the ordinary course of business after the dam hereof. each of the Company and its Subsidiaries (i) will continue W own or hold all the Company Software free and clear of all claims, Lime, obligations and liabilities and (u) with respect W all agraments for the lease err liana of Company So(lwean, which babe cweents a other actions as a result of the consummation of the transactions contemplated by this Agreement in order for the Company and its Subsidiaries W continue W use and operate inch Company Software after the caomonmation of the bamsection comemplamd by this Agreement, shall haw obtained such Consents or taken such other actions W required prior W the date of Consummation of the Offer. except for such claims. Lien. obligations and liabilities which. and couaents a action that if nor obtained or taken, individually or m the aggregate, would not be reasonably, be likely W haw a Material Adverse Effect on the Company. ARTICLE 6 REMESE TATWNS AND WAaxASrims of PAaaxr Parent represents and warrants W the Campeny that SEcmN 6.01, Corpnram ExnmKa and Power Each of Pattyt and Merger Subsidiary is a corporation duly i worpommd, validly, existing and in good standing under the lawn of ibn jurisdiction Of mcorporatim toosents and required has all corporate powers and all governmental licenses. authorizations, Peruses- W carry on in business a now Conducted. except for those licime s, eaWairaboW. Permits. Coosenn and approvals the shames of which would on, have, redlviduany m in the aggreg ss. a Mamrud Adverse Effect on A -20